Marshall Islands

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Key Corporate Features

General Information

After almost four decades under US administration as the easternmost part of the UN Trust Territory of the Pacific Islands, the Marshall Islands attained independence in 1986 under a Compact of Free Association. Compensation claims continue as a result of US nuclear testing on some of the atolls between 1947 and 1962. The Marshall Islands hosts the US Army Kwajalein Atoll (USAKA) Reagan Missile Test Site, a key installation in the US missile defense network.

Located nearly midway between Indonesia and Hawaii, the Marshall Islands are the eastern-most island group in Micronesia. The Marshall Islands cover approximately 12,000 sq km in the Central Pacific Ocean, with two 1.280 km long parallel chains of atolls and volcanic islands separated by 179 km of sea. The islands feature sandy beaches ringed by coconut laden palm trees, and surrounded by crystal-clear lagoons teeming with tropical fish, giant turtles and colourful coral. The islands have a population of just over 43,000 most of whom live in the capital Majuro.

The islands were settled some 4,000 years ago. In the 16th century, the Spanish were the first in a long series of visitors. Later, Russian navigators visited the islands more extensively. It was not until the 18th century that British naval officer John Marshall rediscovered and gave his name to the islands.

Germany annexed the Marshall Islands in 1885. After World War I, under a League of Nations mandate, the Japanese administered the islands. After the Second World War, the Marshall Islands became a United Nations Trust Territory of the Pacific Islands under United States administration. The Republic of the Marshall Islands gained independence in 1986, becoming a full member of the United Nations in 1991.

The Marshall Islands Constitution, signed in 1979, is a blend of American and British models of government. Under the parliamentary system, the legislature, known as the Nitijela, elects a president from among its members. In turn, the president nominates a cabinet of six to ten members.

The legal system is administered by courts whose judges are appointed by the cabinet. The court system consists of local courts of first instance, a Traditional Rights Court with jurisdiction over real property matters and a High Court with maritime jurisdiction. Appeals may be brought before the Supreme Court in all cases.

The infrastructure in the Marshall Islands is more sophisticated than most other nations in the region. The two islands with most of the population, Majuro and Ebeye both have reliable power plants and public water systems. There are two international airports and 26 airstrips scattered throughout the larger islands. There are also 12 deep water docks for large ocean going ships.

Excellent international communications on Majuro and Ebeye are provided by satellite links for telephone, fax and telex. Presently, there are two major Pacific region banks, as well as the Bank of the Marshall Islands - all on Majuro.

The Marshall Islands only recently began to be viewed as a tourist destination. For environmental reasons, controlled tourism is the watch-word, whether on Majuro or on the outer atolls, the lagoons and the ocean offer snorkelling, scuba diving, sport-fishing and sailing.

Languages spoken are Marshallese and English. The currency is the US $. There are no exchange controls.

The type of law is Common Law based on Anglo/American Common Law. The principal corporate legislation is The Associations Law of the Republic of the Marshall Islands 1990, which incorporates the Business Corporation Act (BCA) and the Partnership Act.

Company Information

The type of company for international trade and investment is the Non-Resident Domestic Corporation. These corporations are easy to form and administer. Although the Marshall Islands BCA is modelled after the corporate laws of the United States, certain provisions have also been borrowed from British law. These allow, if desired, the adoption of a managing director and a corporate secretary as officers of the corporation instead of the customary, US-style, president, treasurer and secretary. The corporation’s executive office, where its records are kept, may be located in any country. Facsimile filings are allowed in the Marshall Islands and corporations are never required to have corporate documents acknowledged by a consular official.

The Republic of the Marshall Islands has an exclusive franchise with one company, which is licensed to incorporate all non-resident companies. After receipt of name approval, companies can be incorporated using standard Articles of Incorporation. With standard Articles, the request to incorporate should contain the following information:

	corporate name
	number of authorised shares
	whether shares have par or no par value (if par value, amount per share)
	whether the shares are to be in bearer and/or registered form
	if clients own Articles of Incorporation are to be used, these must be prepared in accordance with the Marshall Islands BCA

A Non-Resident Domestic Corporation cannot trade within the Marshall Islands and cannot undertake the business of banking, trust services, insurance, assurance or reinsurance.

A company incorporated in the Marshall Islands has the same powers as a natural person.

The language of legislation and corporate documents is English.

A registered office must be maintained in the Marshall Islands at the address of the licensed Trust and Management Company.

The time to incorporate is about one day, but a further two days is required for delivery of documentation from the registry. Shelf companies are available.

The following name restrictions apply: a name cannot be identical or similar to an existing company. The following words or their derivatives may not be used: bank, chartered, establishment, foundation, insurance, partnership or trust.

The name can be in any language as long as Roman letters are used. The registrar may however require an English translation if a foreign language is used to ensure that the proposed name is not a restricted name.

The following suffixes denot limited liability: any standard corporate suffix or its abbreviation, for example: Corporation, Incorporated, Limited, Gesellschaft mit beschränkter Haftung, Aktiengesellschaft, Sociètè Anonyme, Sociedad Anónima. There is no disclosure of beneficial ownership to authorities.

Compliance

The standard authorised share capital is 500 shares without par value or a capital with a stated par value up to US$ 50,000. The authorised share capital may be expressed in any currency. The minimum issued share capital is either one share of no par value or one share of par value.

The following classes of shares are permitted: Marshall Islands’ corporations may have registered shares, bearer shares, preference shares, redeemable shares, shares with or without par value and shares with or without voting rights. Bearer shares are permitted.

The Marshall Islands statutorily exempts non-resident companies from taxes. There are no double taxation agreements.

The Marshall Islands bill an annual maintenance fee of US$ 450.

There is no requirement to file financial statements, but records should be maintained to reflect a company's financial status.

The minimum number of directors is one. The directors may be natural persons or bodies corporate. They can be of any nationality and need not be Marshall Islands residents.

A Marshall Islands corporation must appoint a company secretary who may be a natural person or a body corporate. The company secretary can be of any nationality and need not be resident in the Marshall Islands.

The minimum number of shareholders is one.

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